Silver Clouds with Grey Lining
by KyloRey
Summary: [A/U] The first time Levy met Gajeel Redfox, she thought he was the most horrifying man she ever met...The second time they met, he was saving her life. It's true what is said about being wary of first impressions and-even more so-that some of the worst scars don't show on the surface. [M for language and sexual conduct] [Multiple couples]
1. Prologue

**A/N: This is modeled after a story I wrote YEARS ago…Was going through my old files and, while skimming over it, started thinking about Gajeel and Levy…**

 **Was also listening to a LOT of Fall Out Boy (if story title and the one for this chapter doesn't make that obvious enough)…**

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 **Disclaimer: I own nothing…**

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 **Prologue** **:**

 _ **Put on Your War Paint**_

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"You're pretty." The drunken man drooled up at Levy as she placed the sweating glass on the worn and scratched tabletop where he had formerly been resting his head.

Smiling, she fought off the desire to roll her eyes. It seemed it be scientifically proven that the amount of alcohol consumed was directly proportional to the affection she received. When the regulars started proposing marriage, she knew it was time for a cut-off.

Case and point, the man reached out and grabbed her wrist on her way back to the crowded bar's counter-space. "Levy, sweet…sweet…darling Levy, why don't we get married?"

And that took away all guilt of filling his current glass with beer of the non-alcoholic variety.

A supple hand gently removed the drunk's slack, sweaty grip as another wrapped about Levy's waist and pulled the petite woman against the cushioned surface of an ample chest. "Because Levy-chan is my plaything." Cana, the bar's owner, gave a suggestive smirk as she steered Levy through the crowd and towards the relative safety of the bar.

Many things could be said about the dark-haired lush; one being that—despite her flaws—she was a brilliant business woman. All her employees being women who appealed to at least one demographic, though the head bartender—Mirajane—was unquestionably a goddess to all no matter gender nor personal preference, and made suggestive comments that allowed clienteles' imaginations to run wild from the possibilities.

"Rule for rest of night: anyone under five-feet and doesn't break a hundred-and-ten pounds soaking wet is not allowed out on the floor." Cana's proclamation barely broke over the chaotic cacophony that was a crowd in various levels of intoxication waiting for the band to start playing.

Picking up a rag to wipe a spill as it was still ongoing, Levy piped back, "That means I still can."

This comment gained snorts and rolled eyes from her co-workers.

"Levy, you may have a nice ass, but you are—at least—ten pounds short." Cana chided, swatting at her blue-haired employee with the tip of the towel she kept tucked into the back pocket of her denim mini, on passing back to the stock room.

"Just because the DMV guy took pity on you and put down five-one on your license doesn't make it fact." Mirajane's tone was softer, but still had the understood mocking. "We're too busy tonight to risk you getting hurt. Whoever these guys are, they have an eager following."

Eager was an understatement.

The bar, located near the university Levy attended, usually maintained a steady flow of patrons that merited at least three bartenders per shift to keep-up with general demand. Tonight, they had to call in reinforcements—namely Levy—to handle the overwhelming odds…possibly putting Cana at risk of breaking all kinds of fire codes.

Levy had told her that live-music-night was a bad idea. The bar was loud and noisy enough as it was; they didn't need more enticement for rowdy drunks to come in and wreck the building, causing more work for after-hours clean-up, and paw at the workers.

Levy had also been overruled by a majority vote during the weekly staff meeting…and this was the end result: her allegedly having the night off only to be captured into the spiraling vortex that their first live-music-night was creating.

"Um…excuse me…what's the chances of receiving some service sometime this week?" A green-haired woman sporting a string-bikini-top rather than a legitimate shirt, reminding Levy of Cana's standard summertime uniform on any day she came in with hang-over, leaned across the counter...much to the enjoyment of any man within proper angle to appreciate what her posture did to her breasts.

"Sorry." Levy tried to give a cheery smile while her mind was contemplating how soon she could get back to her apartment and how much work she could get done between then and her eight-o'clock class. "We're kind of insane at the moment."

Eyes so dark they could be black in dim lighting, the woman made a show of looking over the girls running havoc on the business side of the counter. "Something tells me that it's less about the night and more about the general lack of competence."

"Karen…" It was easy to almost missed the woman standing in the aggressively hostile groupie's—Levy had never seen the woman before so she went with the safe bet that Green-Hair was only here because the band was—shadow. Soft-pink locks falling into full curls that Levy wished her tangled waves could accomplish without an hour of style-time, framed a heart-shaped face befitting an angel. Though, the demure white dress she wore seemed only to enhance the feminine curves of her body rather downplay her into Levy-level innocence, all men around-those not oogling the the angel's companion-looked at her in a manner that spoke of hoping she had a porn-star mentality.

"Shut-it, Aries, I didn't bring you here to correct my manners."

"Um…sorry to interrupt, whatever this is…but, would you like me to take your orders?" Levy flinched back from the glare shot at her by the one she led to assume was named 'Karen.'

"Easy there, Kare." A suited man stepped into sight, looking down at Karen over the frames of his blue-tinted glasses. "We decided to come out to have some fun with the guys. Not take our PMS out in powerless bar-wrenches."

"There was so much wrong with that sentence, not sure what I should be offended with first." Lucy, Levy's roommate and classmate and over-all best friend, had joined the conversation without anyone's awareness. Hands on her hips, the busty blonde took in the three with thinly veiled annoyance. "If you haven't noticed, we're packed and this is a no park zone. Either voice orders or go find somewhere else to stand."

The man, a ginger with the smile of a salesman, didn't seem to register a word Lucy had said. He was far too busy taking in mental measurements and envisioning Lucy naked to note the lack of amusement or charm. "Apologizes, miss, no harm meant."

Karen glare held the promise of melting flesh from bone to create an oozing pool at Lucy's feet.

Aries, seemed to shrink further from her companions…only to realize there was a horny sea of danger dwelling behind her.

Levy left her friend as a sacrificial offering to deal with the matter. Her head was throbbing and the music hadn't started yet…Yet being the key word; the members were assembled on the stage Cana normally only used to set-up karaoke equipment…which literally translated into 'Night of Bleeding ears' in bartender. There was no telling what horrors this night was going to bring about.

Levy did quick scans between grabbing up bottles from coolers and pouring out drinks from the liquor stores.

There were five.

At the back of the group, therefore should be near invisible but somehow appeared to be the central point of focus, the drummer bounced with palpable anticipation. Pink hair spiked about his head in an erratic halo and grey eyes seemed to glow with a feverish light. How was he managing to remain on his stool?

Levy popped off the caps of half-a-dozen beers, sliding them down the counter and tallying them off onto the customers' tab.

The base player seemed to have lost his shirt, showing a chiseled torso with a tattoo spanning his one pectoral. The sight made Levy's face flame. Another thing to add to the list of matters Cana could be fined for: breech in the health-code in regards to clothing.

Shaker in hand, Levy poured out a line of shots for a group of sorority girls who had a running commentary going on about the 'hottness' level of each of the men on stage. Seriously, out of all the perfectly lovely and unique words in the words, they went with 'hotness.'

The two guitarist seemed to be in the lead. Not for their strict looks but for the evident closeness about them. Levy winced on hearing that one young woman was hoping for them to be brothers. Not that they had the appearance of such.

One wore shaggy black hair in his face, completely covering one side and allowing only a slither of crimson eyes to show on the other. More slender than lean, he wore somber clothing that nearly covered neck to toe.

The other could be the younger brother of the front man. They both dressed to display the power of their physics with sarcastic glimmers to grey eyes and strategically styled pale-blonde hair. The main difference, other than the years between the guitarist and the more mature singer, being that the front man was roughly twice the size of his near doppelganger.

Though it wasn't either blonde who caught Levy's analyzing eye. It was the second guitarist, who seemed to suffer from an instant bout of regret on agreeing to this venture on witnessing the sheer numbers waiting for their performance. Levy wasn't sure how he snagged her presence in the bustling crowd, but some form of intuition told her it was her gaze that cause the flush of pink his hair allowed to be seen.

"Looks like you have an admirer." Mirajane teased, tugging at the ribbon securing Levy's hair in passing with a jug of beer in her other hand.

"Another." There was no true emotion behind the voice that intercepted Levy before she could counter Mirajane's claim. Nothing more than simple instructions and the expectation of such to be followed as a gloved hand waved an empty glass in Levy's genera direction. "Whiskey, neat." The hand's owner clarified when Levy only stared through the transparent object and startled back from the face it dangled before.

Harshly angled and covered in an array of metal piercings—at least five in each ear with two parallel bars at the corner of an already scarred brow and a loop strung through the opposite corner a full bottom lip…not to mention the stud under said lip—long and ill-kept hair fell across this disjointing face and over broad shoulders.

If the front man and the lead guitarist were brothers…sure thing this was the older counterpart of the shyer guitarist with the blushing problem. And, while one was of an unquestionable gentle nature, Levy instantly knew when she was being stared down by a predator.

A monster with blood-red eyes waiting to devour her soul.

Never had she fear anything as instantly as she did this man.

The jarring nature of this realization was enough to cause her to turn about and fled to the kitchen's promising safe-haven, where she remained—relieving the line cook who went out and manned the counter—until the evening's events were complete.

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 **A/N: Thanks for reading and, please, let me know what you think and if you are interested in seeing more.**


	2. Chapter 1

**Disclaimer: I own nothing…**

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 **Chapter One** **:**

 _ **Sins in the Dark**_

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Levy had long been aware of her position in life. That, if reality was twisted about into a story put to page, she would play the best-friend counterpart to the leading lady. After all, that was her current position in life.

"What do you think about this one?" Where Levy was 'best-friend' material, Lucy, her sister in all matter except for blood, was unquestionably the aforementioned leading lady. Turning about, so Levy to see her outfit at every possible angle, there was as much to hate in blind jealousy about the blonde as there was to adore.

Propping herself up on her elbows from where she was sprawled on Lucy's bed, Levy contemplated the question with serious contemplation. "What's the occasion?" She rolled the question about as she did a mental analysis of social standard of 'seductive' and the line it danced with 'meaningless-sex-object.'

"Tips." Lucy clarified, turning her attention back to the full-length vanity mirror, smoothing her hands down the pleated material of her red-and-black plaid skirt and experimented with undoing another button of her mock-corset top. It was almost a nod towards the generic fantasy of naughty school-girls.

Lucy did love her cosplay.

"Tips?"

Moving over to her dresser, Lucy began meticulously choosing accessories. " _Put on Your War Paint_ is playing again tonight, and I'm going to take amble advantage of the horny masses."

Levy rolled her eyes, flopping back onto the mattress. "That is the worst band name in the history of rock."

"What do you know about rock?"

"What I've read in magazines."

"Better question: why are you so against the guys?"

"It's 'the guys' now?"

"They've played at _Gildart's_ three times now, and you begged out working two of those and, during the first and only performance you were present at, you spent the majority of the night cowering in the kitchen."

"Unlike you, I don't like crowds of sloppy drunks."

Lucy smirked, no point in denying the truth from the person who knew her best. "It's what keeps us living free in this apartment rather than home."

"It's what keeps _you_ living free in this apartment. I'm eighteen now, your father doesn't care where I go as long as his former ward is not trouncing about shaming his charitable name."

"The guys are actually quite sweet."

"I don't doubt that." That they were sweet to the likes of Lucy and Mirajane, who could not only banter and flirt with ease but knew how to use their physical assets like some would wield muscles. Presenting a softness but having iron cores.

Levy wasn't as blessed.

She was an innately as timid in nature as she was perceivably frail in appearance. Aspects of herself that she had tried to change, or at least conceal, throughout her life but never mastered the art of deception enough to convincingly convey.

Marking her as prey to those like the man at the counter the first night of the band's performance. Who she later understood—from giggled conversations amongst the staff members who did enjoy social interaction—to indeed be the elder brother of the dark-haired guitarist and one-man-roadie for the general loading and unloading.

After giving herself a final look, Lucy went over to join Levy on the puffed comforter styled to represent an antique quilt that was stretched across her mattress. "You should at least come out and listen to their music, I think you really would enjoy."

"I couldn't even if I wanted to, library called me in to work the late shift." Which normally equated stocking the materials the other student-librarians couldn't be bothered with. This suiting Levy just fine. While working for Cana paid better, Levy preferred the tranquility her second job provided along with the add bonus of being surrounded by literature.

Lucy, though a fellow bibliophile, rolled her brown eyes at what she saw as a weak excuse but, graciously, allowed the matter to die.

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"Excuse me, miss, where would I find a copy of Kemu Zaelon's _Daybreak_?" The Frat boy, Levy had been working long enough to campus to identify the sort at a glance, smiled up at where she was perched on the ladder's middle rung. It was a nice enough smile, a flash of white teeth against tan skin that spoke of outdoor parties and/or sporting events.

"Um…" Carefully hopping back down to the marble floor, Levy steady her rickety fall while trying to keep the flowing dress she was using as a shirt over tight-fitting jeans from flouncing up to display naked midriff. "Zaelon…" She muttered under her breath, going over her mental map of the library's contents. "He would be on the third floor fiction section, but I'm certain that we're currently out of copies. Think Professor Locke assigned it as a part of a study in modern allegories and symbolism."

"Damn it, yeah, I know." He gave her an apologetic smile at his word choice. "That's exactly why I needed it. Know this was going to happen."

"Yet you still procrastinated." Levy couldn't help but chastise.

"Any luck, Jet?" A heavier-set student, obviously the ginger's Frat boy's 'brother'...going by the sweatshirt stretched across his considerable stomach, popped his head into the room. Beady eyes noting Levy's presence and the cart overflowing with books she still had yet to properly shelf.

"Nope. Turns out we're shit out of luck."

"I could put you on the waiting list, let you know when a copy comes in." Levy felt the professional obligation to convey. After all, she was working towards a degree in the library arts. Might as well get life experience with handling such problems. "I think a few are due back this week and your assignment's deadline isn't until the end of the month, right?"

"How do you know that?" The chubby Frat boy stepped in further, squinting at Levy. She could almost see the gears turning about in his mind. "Are you in our class?"

"No, but a friend of mine is. Lucy Heartfilia."

The ginger's, Jet, face lightened at the name. Of course. "Oh, right, do you work at _Gildart's_ as well?"

"Part-time."

"Thought you looked familiar." His smile turned up in charm. "I'll have to look for you next time I'm in, but not for book reservations."

Levy, not use to such attentions being turned towards her even if the lines was less than creative, could feel a brush of heat feather her cheeks. Ducking her head, she politely excused herself and trudged her cart through the thick double doors.

Hours later, she was still at it. Finally making her way to the top story to shelf the fiction section, her favorite place within the building of mortar and stone…

A sanctuary commonly desecrated by fornicators.

Tonight was, unfortunately, no exception.

A massive man with snowy hair, scarred back turned towards where Levy had been peacefully rolling her cart, was currently aiding to hold up the limber legs wrapped about his narrow hips. Moans and grunts filled the air amongst the creaks of the shelves being heavily leaned upon.

"Harder…" A feminine voice demanded, perfectly manicured nails creating rivets of blood against the heavy ripples of muscle covering the man's shoulders. The man obliged—ducking his head to take one of the woman's breasts, which had popped free of her strapless dress, into his mouth and causing her to gasp out a scream, glasses nearly falling off as her hands searched the shelves she was braced upon for leverage.

Levy knew the two far too well and, where compliments made her blush and predatory patrons made her flee, the sight of this carnal coupling in the stocks—what she considered to be sacred—only sparked combustible rage in Levy's heart.

Everyone had his or her line that should never be crossed.

"Elfman!" Levy's normally passive voice snapped as she pulled out her phone to take a picture of the male offender's startled face when he turned at the sound of his name. Not looking up from the phone's screen, Levy began to flip through her contacts. "Didn't I warn you that next time you allowed Ever to con you into being intimate up here, I was going to send pictures to your sisters?"

Face paling, the normally gentle giant dropped his girlfriend to the ground and tried to make himself as decent in appearance as possible while gruff voice turned a different kind of pleading. "Levy—"

"Let her." Evergreen snapped, righting her dress and not concealing her scowl. How could Elfman not see that she was using their relationship to take away Levy's safe haven, the petty woman not being able to get over the slight of Cana hiring Levy over her. "What's the big deal with Mira and Lys find out that you're a bit wild."

Levy scoffed at Ever's words, marking that the brunette was a novice in the world of the Strausses, where the eldest reigned supreme in the love lives and daily on-goings of her siblings. When Mirajane was displeased, the heavens were known to quake.

As for Lysanna, Elfman's younger sister, there seemed to be nothing that wounded the man more than a look of disapproval in her innocent eyes.

"Please, Levy, I know that a man takes responsibility for his actions…but a man is also weak in the sight of love—"

"I think you mean sex," Levy countered. Phone returned to her back pocket, she gave him a non-apologetic shake of her head. "I would get back to the house if I were you, Mirajane should be getting home anytime now and Lysanna will already be there. Probably would be best if you don't allow them time to stew and think too deep into the matter."

For such a large man, Elfman was uncannily swift when properly motivated. Fleeing, with Ever in hand to be dragged along whether she liked it or not, before Levy could voice the entirety of her thought.

From there, it was just a simple matter of disinfecting the selves (with metal shudders and the desire that such could be so easy for her mind) before completing her assigned work and locking up with a clear conscious.

It was past three in the morning and the walk to the apartment was short…

Not short enough.

They had been waiting for her: the two Frat boys.

"Hey!" Jet called, pushing himself off the wall as Levy walked past. "I thought I would play the gentleman and walk you home."

Warning bells rang through Levy's mind, causing her to quicken her step and lower her head while clutching at the neck of her jacket. Fragile armor but all she had. "No thank-you, it's a short walk."

"Come on," his voice followed her, and gained with each syllable, "don't be like that."

Not taking the time to look over her shoulder, Levy walked as quickly as she could without all-out running. "Be like what?"

"Playing coy and innocent, everyone knows what kind of girls Cana hires." A hand grabbed her shoulder. "How much they like to have fun."

Swatting his hand away, Levy broke into run with the hope of breaking through the narrow alley between the library and the old administration building that was now used for extra classroom space. Once free, she would be off the understood campus and on the town's main street, where people would be milling about at all hours.

Her best chance of finding salvation from this situation.

She didn't make it.

Her shoulder was grabbed once more, forced used to crash her into smooth limestone of one of the bordering buildings. Knuckles struck her cheekbone, causing pain to flare through her mind in blinding color, while curse was growled at her for the whimper she made.

"Don't act so fucking childish. No one is buying it."

Struggling vainly against his hold, Levy couldn't keep tears from coursing down her face as she rambled off incoherent pleas to be let go.

A knee wedges her legs apart…

Hot breathing, stinking of alcohol, assaulted her nostrils.

Then there was a rush of air with the gratifying sound of flesh striking flesh so strong Levy thought she had been struck once more until she realized the lack of additional pain and the sudden freedom of her limbs.

A pair of broad shoulders slowly came into sight to her tear-swollen eyes as moonlight sliced through cloud to show the abrupt barrier between her and her assailants.

In no story that she ever read did she recall the savior being more frightening than the villains.

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 **A/N: I know, I know...a cliffhanger. I was rushing to get this out before work.**


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